Of Felines and Trains
by 4RAINYNITE
Summary: On a boring Monday, Jemima has found a box of old toy trains that she's dying to play with, but there is more to these toys then she could ever dream of. CATSxStarlight Express
1. Chapter 1

Hi everyone this is my second CATS fanfic (even though I'm not done with the first one). Anyway it is combined with another musical made by Andrew Llyod Webber called Starlight Express, I'll never understand why it's not popular here in the U.S.. But anyway on with the story.

* * *

Of Trains and Felines ch 1

It was a normal Monday morning, families just getting up, eating breakfast, and wondering 'When the heck is it going to be Friday or Saturday?'

But in another household things were a little different.

"I told you mom, you could just throw them away!" A teenage boy said to his mother.

"You sure? You used to love these things when you were little." His mother said.

"Yes, when I was little!" He exclaimed. "Now that junk is a waste of space: throw it out, donate it, I don't care! I mean what kind of 18 year old still plays with toy trains?"

*HONK,HONK* Outside the house a car was honking filled with teenagers.

"Look mom I gotta go, I'm late!" He said as he left and slammed the door behind him.

'Where did I go wrong?' The mother thought and looked at the box in her hands. 'Well, no use keeping these anymore.'

The mother went outside and threw the box out into trash bin.

Right on time, a trash truck came with two men emptying out trash bins into the machine where they would be dumped at the junkyard.

* * *

Junkyard

The junkyard the home of broken and forgotten treasures, where rats and mice savage for food, and the home of many felines.

*Sigh* "I wish there was something to do." A young calico kitten by the name of Jemima (sometimes Sillabub) said.

She was on top of the old TSE 1, there was nothing to do on this dull boring day.

Victoria and her brother, Quaxo, were in Italy with their owners.

Her mother, Demeter, was cleaning up their den as her father, Munkustrap, was resting after guarding the junkyard again the previous night.

Jennyanydots and Skimbleshanks were cleaning their den.

Her Uncle Tugger was with his owner for some wedding.

Mungojerrie and Rumpleteazer were staying home due to a family reunion.

Her Aunt Bombalurina, was in a cat show.

Electra and Etcetera had the cold.

And Ever-Lasting-Cat, knew where the rest were.

Jemima curled up into a ball position, there was nothing fun to do that irked her.

*CRASH**OOOOWWWWWW!*

A loud crash made the kitten jump and made her fur puffy.

'What was that noise?' She thought as she went to where the sound came from. As soon as she reached her destination she found two grown men.

"Well that's the last of it." One of them said. "How's your foot Frank?"

"Terrible! What the heck was in that box?"

"Who cares, let's get lunch!"

The two left leaving a huge cardboard box for Jemima to investigate.

'Hmmm, I wonder what's in it?' Jemima thought. She walked around the box it was bigger than her, but it seemed pretty easy for a human to carry it. She then kicked the side of it, it didn't budge an inch and it felt like something hard was in it, as she jumped on top of the box and opened it. Inside there were a bunch of toy trains.

Jemima's eyes widen by the sight of all the bright colored trains, they were old, peeling, but they seemed to be okay.

"Coolio, free toys!" Jem said as she eyed her prize. Upon scan her riches Jem noticed something shiny glaring in her eyes.

'What's that?' As Jem tried to reach she accidently feel into the box.

'Great, just great!' She thought, Jem jumped on a corner of the box for it to fall over and let her and the trains fall out. Jem got up and started to look for what she was looking for. But something caught her eye.

"OHH, this is pretty!" Jem said as she picked up a observation ar, it was long car with pink paint with glitter on it, if this car was seen at night it would probably shiny like a star. Jem placed it on the ground to see if it could still roll to her surprise they worked just like new.

"Wow, you look new; you must be a first class car or something."

If the obervation car was alive 'she' would take it as a compliment.

Then, Jem spotted a red and baby blue car 'coupled' together, Jem picked them up and observed them. The blue one had a checker pattern like design on its sides while the red one had a wood panel like design. Jem was starting to wonder were they the only ones stuck together, than an idea formed in her head and she asked.

"Are you two mates, like mommy and daddy?"

If both caboose and dining car were alive they would've blushed a shade of hot-cotton-candy-pink, and any train in ear distance of the conversation would be laughing their heads' off.

Soon a strange scent filled the air it smelled like: sandwiches, hotdogs, cake, salads, and fries. The other scent was smoke the kind of smoke humans breathe in that the older cats told her to never go near but it was a weak smoke smell since the other scent that covered it was bubble gum. Jem turned around to see a brown 'ex-smoking' car and a yellow buffet car.

"Oh, so that's where the scents were coming from." Jem said as she put the two with the other trains she found.

Jem then say a red, white, and blue train connected to a silver and ice-blue freezer truck, a green money truck, a red and white dynamite truck, a silver and red armaments truck, and last a blue and white repair truck.

"These little fellas look like you're from outer space or maybe the future." Jem said.

Jem tried to reach around for some of her new toys and realized there were no more.

"What where are they? I was sure there was more."

Jem scratched her head and wondered where the rest of her new toys have gone, then it hit her they were still in the box.

The young queen then scattered to the box to collect her new friends.

* * *

Done, the next chapter will be up very soon, guess who the trains are if you know the musical.


	2. Chapter 2

Hey everyone I'm back. Sorry for not not updating soon I graduated from high school last Friday and I had family visiting from out of town. Well here's the next chapter, enjoy.

Of Felines and Trains ch 2

Jem scattered inside the box to find the rest of her new toys see found 5 freight cars attached to each other: 3 box cars that looked alike but were different colors a red one (1), a blue one (2), and a yellow (3), a brick truck, and a hopper.

"I've heard of you guys before, your freight trains. Skimble told me how you guys carry supplies for humans." Jem said as she placed it with the other trains.

Jem then found two other trains, both were faded and proved to the oldest of the bunch the first was a faded green train and the other was a peeling wine red colored sleeping car. Jem admired the two in a way they reminded her of her elders.

"Wow, you two are pretty old, you must have a lot of experiences." Jem said as she walked out of the box until.

"Oof, hey who tripped me?" Jem said as her fur puffed up with anger, then she saw her paw tripped on a toy she missed. "Oops, I missed one! But, first I should take you two out."

Jem returned to collect the last of the trains. It turned out to be a steam trained like the other one but it was different it was much smaller than the other steam train, it had faded orange paint on it, and for some reason its appearance seemed 'rusty'.

"Hmm, you're a lot different from the other trains-" Jem said as she studied it "your small but not too small, and you seem to be very rusty!" Jem finished.

If the steam train were alive 'he' would have felt insulted by those comments, then Jem smiled.

"I think that fits you perfectly."

Confusion may have struck the toy train by now.

"You're not too heavy like the Union Pacific and trust me it was heavy, and you're not too flashy like the other engine, plus I think being different is pretty cool, and you look cute." Jem said as she rubbed her cheek on the side of the train.

If the train was alive it would blush from embarrassment.

"I can't wait to show you to Skimbleshanks, I bet he'd act like a kitten around you guys." Jem said as she was about to put the steam train back in the box, but her paws slipped and dropped the toy.

"Oops I'm so sorry!" Jem said as she picked up the toy, sudden a flash showed through her eyes and she looked down. It was a pin a round pin with a star inside it. Jem picked it up and examined it, on the pin it read 'Starlight Express' on it.

'Hmm, Starlight Express, I wonder what that means.'

Jem then put the rest of the trains up and pushed the box with all her strength to Jenny and Skimble's den, thank goodness it wasn't too far.

* * *

15 minutes later

'Almost there.' Jem thought as pushed the box even more and she was almost at the entrance of Skimble and Jenny's den.

"Good heavens, who could that be." Jenny said as she went to her door to see Jem.

"Oh, good afternoon Jemima what brings you here today?" Jennyanydots said.

"Hi Jenny, is Skimble here? I have something to show him." Jem said.

"Yes he is here, come inside I was just making batch tea and cookies." Jenny said.

"Okay!" Jem said as she tried pushing her box inside.

"Jem, sweetie don't strain yourself I'll bring it in."

Jem and Jenny walked into the living room it was filled with photos of Mungojerrie and Rumpleteazer when they were her age (I think M&R are twins and Jenny and Skimble are their parents), three small beanbag chairs as sofas, an old portable radio, and a flat jewelry box used as a coffee table.

"Jenny dear, do ya know what I've done with me- Hello Jem, didn't expect you to come by today."

"Hi Skimbleshanks, I got something I wanna show you." Jem ran to her box and pulled out her steam train. By his expression Jem could tell he was excited.

"Jem, where in heaven's name did you find this?" Skimble ask as he examined the toy train.

"The garbage men dropped it off this morning." Jem answered.

"People can be so wasteful." Jenny entered the room with a kettle of tea and some cookies.

"Well thank you for sharing this with me Jem, it's been a long time since I've seen a steam train." Skimble said .

"How come?" Jem asked.

"Well Jem, not many people use steam trains anymore, they seem to be old fashion to the public. But you do see many of them in museums and sometimes festivals, well here you go Rusty back to your new owner." Skimble said as he placed the toy in Jem pays.

"Who's Rusty?" Jem asked.

"Your toy train, see." Skimble then flipped the train on its back to reveal a name written in black marker read Rusty.

"It has a name?" Jem questioned.

"Well of course dear, everyone has a name." Jenny said as she poured tea into the teacups.

"Even rocks?" Jem asked.

"I guess so dear, if a train has a name a rock should too." Jenny said as she passed her mate a cup of tea.

"Skimble can you tell what the other trains are?" Jem asked.

"Of course dear, pick anyone you want me to tell you about." Skimble said.

Jem got all the trains out of her box and picked up the red caboose and dining car that were still attached to each other.

"What about these two, are they mates?" Jem asked Skimble, as Jenny giggled at the question.

"Well there's someone for everybody, those two are a dining car and a caboose. This here is another steam train and this is a sleeping five are a freight train they consist of 3 box cars, a brick truck, and hopper. These two are coaches a smoking car and a buffet car. The next are an electric engine, a armaments truck, a repair truck, a money truck, a freezer truck, and a dynamite truck and the rest are Union Pacifics!" Skimble then continued to tell Jemima all the trains functions, what they were used for, and what he did and does for the trains.

"Ohh!" Jem said in amazement. "Oh wait, I missed one!" Jem then went back to the box to find her pin.

"I found this pin in the box as well." Jem handed it over to Skimble, then something odd happened Skimble froze as soon as he saw the small pin.

"Everlasting cat." Skimble said under his breath.

"What, what is it." Jem said.

"I never thought in all my nine lives I would see something like this." Skimble said as even Jenny wondered what he was talking about.

"Dear, is something wrong?" Jenny asked getting worried.

"I thought this would be lost with the sands of time."

"WHAT! What is it?" Both queens asked.

Skimble then smiled handed the pin to Jem and said.

"Jemima, the very pin that you are holding is a treasure, something that both man and animal have been wanting for generations the pin that you have is the pin of the Starlight Express."

"What is the Starlight Express, Skimble." Jem asked.

"The Starlight Express was once a train that ran only- and I mean only at midnight, it was consider a dream to those who rode upon it and whether rich or poor anyone could ride it."

The images filled Jem's head as she imagined how this midnight train was like.

"Did you ever get to ride on one Skimble?" Jem asked.

"I'm afraid not dear, the Starlight Express trips ended before my great-great grandmother was even born, due to letting everyone on it they didn't get enough money to pay for: repairs, travel, food, and etc." Skimble answered.

"Then how did you learn about the pin." Jem asked.

"Yes dear do tell us." Jenny said.

"When I was your age Jem-" Skimble said and patted her head "my grandfather told me they had a contest in honor of the end of a legend."

"The Starlight Express!" Jem exclaimed.

"Indeed dear, anyway they made a total of 8 pins that represented the first 8 locations the train visited, and the star represented that the train only ran at midnight. It was both a happy and sad event that happened." Skimble finished.

"So you mean I have one of the 8 pieces?" Jem said .

"Indeed, you're a very lucky kit Jem." Skimble said.

"Would you like it Skimble, you know more about it than I do." Jem said as she offered the pin to the older cat.

"No dear, it's yours you've found it fair and square, but it's a shame its previous owner had little or no respect for such a historic piece." Skimble said as he petted the kitten's head.

*.*

"Come in." Jenny said.

"Jem there you are." The voice revealed to be Munkustrap.

"DADDY!" Jem said as she ran up to her father and hugged him. "Look at these neat toys I found."

"They're very nice Jem, have you been here all day?" Munkus said.

"Don't fret Munkus we love having a visit from Jem." Skimble said as he put his arm around Jenny.

"Well time to go Jem, say good bye to Skimbleshanks and Jennyanydots, your mother has dinner waiting." Munkus said.

* * *

After sweet goodbyes and a nice warm dinner Jem was in her room playing with her new toys.

"I'll see you both tomorrow." Jem heard from her room and went to the dining room to see her parents.

"You sure you have to guard tonight, almost nobody is here." Demeter said.

"You know me Deme, it's my job." Munkus said as he kissed his mate.

"EW!" Jem said as she saw her parents kiss, both chuckled at their daughters expression.

"Jem sweetie time to go to bed." Demeter said to her daughter.

"Aw mom, can I stay up a little longer." Jem said, she was feeling tired but she wanted to play with her toys a little longer.

"No buts, time for bed young queen." Munkus said.

"Fine, see you both tomorrow." Jem admitted defeat and went to bed.

* * *

NIGHT

Jem was curled up in her covers , as she and started to dream. But something was weird about this dream it was as if she could see the world from above. The world seemed completely dark , then suddenly lights were moving in different directions, and the location seemed to be a train yard suddenly a voice was heard.

'What's going on!' Jem thought in her head as her dream was happening, there were even more lights flashing on/off, horns, drums, bells, and sirens were heard, then a voice was heard.

"This is Control! This is Control! All trains hear this, all trains hear this! All change to racing mode, all change to racing mode. Tonight is race night, tonight is race night! " The voice said.

The yard became dark, nothing was in sight no: animal, person, or even train, then a loud whistle was heard.

*WHOO WHOO WHOO*

Then light began to show again at a bridge to reveal 6 leather wearing trains who split into 2 groups then the 7th one showed up and removed his helmet, with his jet-black hair pulled back, sunglasses on, it was obvious he was the leader.

'Okay… This is getting weird' Jem thought.

Then rock-and-roll music was heard in the background then the leader sang as he and his gang flexed their muscles.

"I'm just the fastest thing you'll ever see, that streak of lightning that you missed was me." He sang.

"Don't stop now, we gotta keep it going all night. Rolling Stock, Rolling Stock." They said as they skated around the yard.

The leader then sang. "You got no lovers if you got no wheels."

"Come on and heat me up the way you do-" They sang together. "-And I can keep it going longer than you . Don't stop now , we gotta keep it going all night."

The leader came in front as the other followed him. "Don't try and show you can go faster than me, this is my back view and it's all you'll see"

"Don't stop now , we gotta keep it going all night, Rolling Stock, we're rolling stock, Rolling Stock, we're rolling stock."

Then the leader then jumped over some of his gang members picking up speed with it.

"So get the motion in your wheels somehow, the racing action's starting here and now. Don't stop now, we gotta keep it going all night. "

"Deep down inside you know that I am the best , so come on baby put me to the test."

"Don't stop now , we gotta keep it going all night, Rolling Stock, we're rolling stock, Rolling Stock, we're rolling stock, Rolling Stock, we're rolling stock." Then the song and the gang members were cheering their leader.

"Greaseball has done it again." One of the members said.

'Wait Greaseball, that's the name of the Union Pacific toy.' Jem thought.

"There's no doubt about it, Greaseball's the king." Another said.

"Yeah, Greaseball is champion." The third said.

"Ya entering this year's race Greaseball?" One said.

"Of course I 'am you idiot, and if those other engines had half the brain as you, they might well just drop out to save what little dignity they have, if they have any to start with." Greaseball said earning cheers from his gang.

The only thing Jem could think of this guy he was an Elvis look-a-like jerk, then a faint sound was heard than it started to rise but was still soft.

"*Woo-woo, Woo-woo* Nobody can do it like a steam train." The voice said.

Jem view changed when she saw a steam train. He was very skinny, normal size, had brown hair, and his appearance seemed 'rusty'.

"*GASP* Rusty!" Jem said.

"Huh, wha?" The steam train heard a voice that caught him by surprise, then as he turned around to find who called his name no one appeared so he shrugged it off and continued to mind his own business.

"*Woo-woo, Woo-woo* Nobody can do it like a steam train." Rusty said as he continued on his way.

"UGGH, it's just Rusty." Lube said.

"Rust bucket, what's he doing here? " Tank said.

"Let's blow this popsicle stand." Gook said.

"Outta the way." Greaseball said as he pushed them aside to hear what Rusty was saying.

"*Woo-woo, Woo-woo* Nobody can do it like a steam train." Rusty said.

Greaseball then cracked his knuckles and said "Come on boys, seems like Rusty's here for a playdate." Greaseball said as he gang followed him.

'*GASP* OH NO RUSTY!' Jem thought, as big and strong as those trains were they would hurt the little guy or worst kill him.

"RUSTY, RUN AWAY NOW!" Jem screamed at him.

Rusty was startled yet again by the same voice. "Wha- who's-" Then Rusty turn around to see lights heading his way and he knew what that meant. "OH NO!"

Rusty skated as fast as he could, only to be surrounded by Lube, Tank, and Gook.

Tank grabbed Rusty by his left wrist and yanked him. "You going in for the race steam train."

"Should do-" Tank said as he pushed Rusty to the ground where he scraped himself on the rocks and loose glass. "Nobody can do it like a steam train." Tank said earning laughs from the others.

Rusty scramble to get up and skate for his life, only to run into Greaseball who grabbed Rusty by his collar and shove him down even harder. "Who can do it like a steam train?" Greaseball taunted.

"He said nobody." One taunted .

"So he's nobody." Another said.

"HI NOBODY!" They laughed, jeered, and taunted the poor thing, as Greaseball pressed his foot on Rusty's back shoving him into the ground.

The sight pained Jem, she hated seeing anybody get beat up, and worst of all there was nothing she could do but scream in protest to let Rusty go.

They all taunted him calling him 'NOBODY'.

"NO. LEAVE RUSTY ALONE, HE DIDN'T DO A THING TO YOU BIG BULLIES!" Jem cried, but her cries were not heard.

"That'll teach you, to show some respect for DIESAL!" Greaseball said looking all high and powerful.

"Cuz diesel's gonna win it!" Tank said as he pointed at Rusty. "Okay Rusty?"

"Okay steam train?" Greaseball said as he pushed his foot harder on Rusty's spin as he tried hard not to wench in pain.

"Okay Rusty?" All seven said as they started to gain up on him to beat him to a pulp.

'OH NO!' Jem shut her eyes , she couldn't take it anymore, the poor train was gonna die now.

"Control, Control-" It was Control, by the sounds of it seemed like he was the one in 'control' (Pun not intended folks these things happen.) "All you diesel engines to mainline duties, Rusty to switch coaches to tunnel." He said.

'What? He just got beat up send him to a doctor or something!' Jem thought.

"Well gents seems like our work here is done- for now. Bye-bye Rusty till next time." Greaseball taunted as he and his gang laughed.

Rusty soon lifted his head and winched, Jem felt sorry for the poor guy. He was now on his knees stretching his arms to see if they weren't broken and gave a short sound of pain when he stretched.

'Why do they do this to me, I never do a thing to them it's like I'm a punching bag or something' Rusty thought.

"AGH!" Rusty exclaimed and looked down to his left arm and found a piece of glass in it and pulled it out. Rusty then sighed and felt sorry for himself even more.

"Call me Rusty if you like" Rusty said as he managed to get up from the ground and brushed himself up. "Rusty's how I look and Rusty's my name, slow corrosion is eroding my frame, call me Rusty if you must."

Rusty started to skate slowly to his destination. "Call me Rusty if you must, -" Rusty was starting to pick up speed but not that much. "It isn't nice but I admit that it fits for a dead engine falling to bits, Call me Rusty if you like."

'Poor engine.' Jem said.

The location changed to a tunnel where 4 coaches waited.

One of the coaches pulled out a lighter and flicked it to her cigarette. "Where is he?" A brown coached said.

"He's late!" A yellow one said.

"Where could he be?" The blue one said.

"Wait, I think I see him, Come on Rusty!" The pink one said.

"Come on Rusty, come on Rusty, come on Rusty!" They all shouted, when they saw him they gasp.

"Rusty wh-what happened to you?"T he pink one said.

"Nothing." Rusty said looking down at his feet.

"Ya sure, you look like you lost a fight." The blue one said.

"Look, I have to get you gals to the station so hitch up." Rusty said and the coaches did as told. The blue one was in front, the yellow one second, and the brown one third, and the pink one hitched behind Rusty.

Rusty came closer as he heard them shouting. "This is not the dream I dreamed when they first lit my fire, mainline coaches steamed behind as my steam rose higher." Rusty gave a sigh. "Switching and hitching to everyone's call never occurred in my vision at all." Then Rusty got a little confidence in himself. "But when they start the racing and you notice the steam, you'll know it's me that's me moving on and proving you should listen to your dreams. Call me Rusty if you dare, cause when you see me on that finish line , and when I take the place that's rightfully mine , Call me Rusty if you dare."

This shocked the coaches, they never seen Rusty like this and was he really entering the race?

"Listen to this big shot talking he seems to imply all the trains will just move over and let him by." They sang this kinda made Rusty look down on himself again.

"Rusty, you cannot believe all that stuff." The pink one said.

"You mustn't go racing , you're not tough enough-" WAIT, not tough enough, of course he was tough this irked Rusty as the coaches continued to sing. "you'll either be a hundred miles away at the back, or worse they'll find you scattered in a million Rusty pieces down the track." That did it Rusty gained up so much speed it almost scared the coaches.

"Call me Rusty if you dare!" Rusty shouted.

"Hey don't push!" The brown one said.

"Rusty turn your fire down!" The pink one said.

"Cuz when you see me on the finish line." Rusty sang.

"Quiet showing off!" The yellow one said.

"You always fail." The blue one says.

"And when I take the place that's rightfully mine. Call me Rusty." They finally reached their destination and came to a stop.

"Hello Rusty, Good boy Rusty, Hello Rusty, Good boy Rusty." The coaches sang and the brown one petted Rusty's head which irked him.

"Call me Rusty I don't CARE!" Rusty said.

The coaches then giggled behind him, Rusty was such a sweet kid and it seemed like Mr. Tough steam engine didn't want their sympathy. Jem couldn't help but giggle too, Rusty was acting all tough when he was really a softy, it was cute.

"Rusty, pickup freight truck, Rusty, pickup freight truck." Control said.

"Great!" Rusty said sarcastically. "I'll see ya girls later." Rusty said as he left.

"Poor thing." The brown one said.

"Yeah, I pray he at least makes it in last place." The yellow one said.

"I don't know I'm light, I'm sure we'll get to 1st place or something." The pink one said as she filed her nails.

This shocked the three 1st Rusty had a partner and 2nd the partner was Pearl.

"Wait, Pearl your with Rusty in the Race?" The blue one said.

'Hey, Pearl's the observation car Skimble told me about.' Jem thought.

"Yeah, what's wrong with that?" Pearl asked getting worried, than they started to sing.

"Rusty…" The brown one started.

"He can't…" The yellow one said.

"Be serious…" The blue one said

"Him"

"Go in"

"For the race?"

"He's gotta be strong."

"Is he strong?"

"Not for long"

"He's gotta have speed."

"Which he don't."

"What he needs is a mixture of strength, power, and length, if you're gonna have pull where it counts." The blue one sang but accidently bumped into the coaches behind her causing the brown to skate in front of Pearl.

What the coaches were saying was kinda mean, Rusty seemed to carry them a lot so they should've given him some credit, Jem thought.

"You're a fool to go with him." She said.

Pearl bit her bottom lip ."Should I tell him no." Pearl sang in a whisper.

"You gotta feel more, there's gotta be more, you gotta be certain, you gotta be sure." They sang.

"I have to feel more." Pearl sand as she hitched up to the others.

"We gotta be certain, we gotta be sure." All four sang, then Pearl skated away and sang.

"A lotta locomotion!"The blue one joined in and clapped. "That's what we need." The yellow and brown skated over and sang. "From the Eastern Ocean to the Western Sea, locomotion's gonna carry me. A lotta locomotion, that's what we need, if we are ever gonna get up speed. A lotta locomotion, and the right approach, for there are lots of different kind of coach."

The brown one skated up, her skirt looked like a table lamp, her hair was in a beehive/chimney stlye, she looked like she was the oldest of the coaches, and had a necklace that read smoking.

"Like me I'm Ashley, I'm the smoking car. I've tried to kick the habit, but my insides used to tar. I know if I don't give up I may choke or have a stroke." While singing Ashley pulled out a cigarette from her (umm) ashtrays. "And that scares me, and when I'm scared, Boy I need a smoke."

Next came the yellow car. Her hair was styled like a waitress and had food decorations on it, she didn't wear a skirt like the others, and she seemed to be the oldest after Ashley.

"Buffy at your service, ever open wide. My microwave is cooking to warm you from inside. This buffet car will do the trick . Come and bite me burgers, I'm hot and cheap and quick."

The blue one was next. She seemed to be the youngest of the group, had blond her with a waitress hat on, had a half whole blue checkered patterned skirt, and a short white apron on.

"My name is Dinah, I'm the ding car, I'll cook for you and listen while you lean upon my bar. I'll serve you with your dinner while the train goes loop-de-loop." She then froze with embarrassment and said. "Gee, I'm sorry gentlemen, but you said you wanted soup."

Next came Pearl, who had long pink hair, a pink skirt with PM on it, a tiara, and she looked older than Dinah, and was polished.

"My names Pearl, I'm a brand new girl. My springs still bounce, my fans still whirl, I don't smoke and don't drink."

"What are you gonna do?" The three asked. Pearl responded with a wink and said. "What do you think?"

Then all four started to skate around in circles.

" A lotta locomotion, that's what we need .From a locomotive that can take the lead. From the Eastern Ocean to the Western Sea. Don't stop the pistons stroking, don't stop the firemen stoking." They sang.

"Please help me give up smoking." Ashley said her hands in a pleading style.

"Give up smoking?" The three questioned.

"I'm not joking!" Ashley said she really wanted to quiet.

"Locomotions gonna carry me!" They sang and stroke a pose together.

Jem couldn't believe it, it seemed like all her toy trains came to life in her dream, then a bright light shown in her eyes and then.

"Jem, wake up time for breakfast." Deme said.

Jem slowly opened her eyes and said. "Wha?"

* * *

Here ya go tell next chapter. I really enjoyed doing this chapter, I should tell you I changed some of the lyrics in 'A Lotta Locomotion'. I do not own CATS or STARLIGHT EXPRESS Andrew Llyod Webber does. BYE!


	3. Chapter 3

Hey I'm back not much to say, but enjoy the fic.

* * *

Of Felines and Trains 3

Jem had woken up from her (strange) dream. It was weird: all of her toy trains have somehow come to life in her dreams and it seemed to be almost like a musical.

"Jem, are you awake?" Deme shouted.

"Coming!" Jem said as she dashed out of her room to the family table.

There laid: waffles, cat nibbles, and a cup full of milk, as Jem sat down to eat the important meal of the day.

"So Jem, did you sleep well last night?" Munkus said as he read the morning paper.

"Yes, dad." Jem said as she bit into her waffle avoiding to mention her so called dream. "How was night patrol?"

"Nothing, except rats running around the junkyard like they own the place." Munkus said as he took a sip of his milk.

"That's actually a good thing dear, at least we'll have something to eat." Deme said as she took sip of her milk.

"So do you have anything special to do today Jem?" Munkus asked.

Jem looked down and said. "I don't know, everyone's still out of town."

"Don't worry dear, I'm sure you'll find something to do today." Munkus said as he petted his daughter's head.

* * *

Jem's room.

Jem was playing with her new toys in her room since it was too blazing hot outside to play. Jem didn't understand why she had the dream about her trains coming to life was about so she let it passed, it was a dream after all.

After some time playing Jem eyes started to fall, before she knew it she was sleeping again. And in her dream it was just as dark as the dream before.

'What's going on?' Jem thought then her vision became clear as she say Buffy, Dinah, Ashley, and Pearl at a station.

"And I found this great recipe on hen nuts." Dinah said.

"I can't believe another one of my costumers fainted again, but the good news is I don't have to serve beer anymore." Buffy said.

"My smoking class has been canceled again, since the quack I had last week was smoking behind some dumpster, now they have to find a new one." Ashley said.

Pearl wasn't paying attention at all, she just sighed and place her elbows on the railings and cupped her cheeks and started to sigh again.

"What's wrong Pearl" Dinah said looking at her best friend.

"Nothing." Pearl said.

"Something's up." Ashley said.

"Come on girl tell us!" Buffy added.

Pearl bit her bottom lip then turned around to her friends.

"Okay, I'll tell, but you cannot breathe a word about this to anyone." Pearl.

"Sure thing." Ashley said.

"SWEAR IT!" Pearl said.

'WOW, it must be serious.' Jem thought, as the coaches huddled together to hear what Pearl needed to say.

"You see before I even came here I've been having these dreams-" Pearl said.

'Good to know I'm not the only one.' Jem thought.

"And in these dreams I see the train of my dreams." Pearl said.

"What, really you had the lover's dream?" Buffy said and Pearl nodded.

"Was it a diesel train?" Dinah asked.

"Was it an electric one?" Buffy asked.

"No it was steam." Pearl said.

"STEAM!" The 3 said as Pearl's faced blushed a red hue on her pink skin.

"Good luck trying to find one of those, honey." Ashley said as she took a smoke.

"Yeah, but still-"

*Whoo whoo, whoo whoo*

"Nobody can do it like a steam train." Pearl said and started to smile.

"Whoo whoo, whoo whoo"

Then Pearl started to sing "I'll know him when I see him, for long before I see him, I will hear his far off signal, I will hear the Distant call, and then he'll whistle at me."

The coaches then realized she was serious.

"He'll whistle at me, I'm gonna hitch him to me, someday soon he'll whistle at me, that's how'll I'll recognize him. And maybe I'll whistle at him, that should surprise him. Don't give me insistent humming, horns, and bells, and distant drumming, I want steam that's under pressure that will rise to a scream. And I'll know he whistled at me." Pearl finished her song.

"AW, that's so sweet." Ashley said.

"I'm sure you two will get along like b and b." Dinah said.

"B and B?" Pearl said confused.

"*SIGH*Bread and butter." Dinah said.

"Oh, thanks Dinah." Pearl said.

'I don't understand, why doesn't she just go out with Rusty? He seems to be the only (male) steam train around.'

*WHOO, WHOO*

The girls then turned their heads to see a diesel train with two sleeping cars coming their way and they gasped.

"It's Greaseball, it's Greaseball, it's Greaseball the diesel!" The 6 coaches said. Then the 5 (not including Dinah) said "Choose me Greaseball, race with me." Dinah got in front of Greaseball and had her arms out and said "Back off girls, he's mine!" As Greaseball patted her head.

'Wait, I thought Dinah was with the red caboose, why is she with him?' Jem thought.

"Here comes the diesel train with its steel refrain, hear me knocking,-" Greaseball sang as the girls began to squeal and acted all giddy as Greaseball flexed his muscles.

"- the diesel's on its way, it's gonna save the day, hear me knocking, listen to the chatter of the diesel force, generating twenty-seven hundred horse." The coaches crowded around him even closer.

"Camshaft rolling while the rockers rock, hear me knock, see me hustle feel my muscle, Pumping Iron!" He took Dinah by the hand and started to spin her around as the others looked in envy. "Trying to build my body, trying to lose my mind!" Greaseball then let go of Dinah before he made her dizzy only for her to be caught by Pearl before she even touched the floor. "See me straining, I'm in training, Pumping Iron." The 2 sleeping cars circled around him as he sang.

"I'm a diesel engine! I'm knocking, I'm knocking, I'm knocking, I'm Pumping Iron!" He said making them all squealed and circled around him and they started to sing.

"We'll he's the one they'll choose, you know he just can't lose, hear him knocking!" Greaseball smiled as the girls sang his praise. "There ain't another rig that's even half as big!"

"Hear me knocking?" Greaseball said as he winked at the girls almost making them faint.

"The mighty diesel engine is a work of art, not a word of credit to the rolling stock, hear him knock!" They sang as Greaseball pulled both of the sleeping cars and whirled them around for a while, he then danced with Ashley for a spell, then smoothly made his way to Buffy, and he twirled Pearl around, then he finally went to Dinah and danced with her the longest, then they all circled around him.

"We'll he's the one they'll choose, you know he just can't lose, hear him knocking, There ain't another rig that's even half as big"

"Hear me knocking?" Greaseball said as the girls behind him form a train and they started to sing. "See me hustle, feel my muscle, Pumping Iron." Then they unhitched and listened to Greaseball sing again as he flexed even more.

"See me flex my delts and pecs I'm Pumping Iron, I'm knocking." "

"Heading for the rally." He sang.

"Heading for the rally." The coaches echoed.

"Gonna win the first race!" Greaseball sang.

"Gonna win the first race!" The girls echoed again.

"Gonna win the longest." Greaseball said posing.

"The biggest and the strongest!" The coaches said seductively.

I'm knocking, I'm knocking, I'm knocking-" The coaches then crowded around him. "Man, I'm so beautiful I'm Pumping Iron." Greaseball said coolly, as the girls swooned.

Jem was dumbfounded, how could anyone like a jerk like him,- Wait a sec, do they even know Greaseball is a jerk?

"Control, Control, this is Control!" Control said.

"Not you again!" Jem shouted.

"Greaseball send the coaches to the racing track." Control said.

"Well Ladies time to hitch up." Greaseball said as they giggled. Dinah hitched up first since she and Greaseball were together, then Pearl, Buffy, and Ashley. As soon as they were hitched they went off to the racing track leaving the 2 sleeping cars in envy.

"I wonder what Rusty is doing right now?" Jem thought, then the scene changed to where Rusty was at.

Rusty looked upset, 1st he got beat up by Greaseball and his goons (AGAIN!), 2nd the coaches told him he was a fool to join in the race, and 3rd he had to work the freight train today. It wasn't that he didn't enjoy the trucks, they were his friends after all, it's just he was doing his job again: hitching, hitching, and more hitching! Just one day to do something he wanted to do, was that really too much to ask? He just wanted to enter the race for years he saw others do it and he trained for it as long as he could remember, but after hearing what the coaches thought of his idea he became discouraged, and if Greaseball found out he would destroy Rusty. Then, Rusty gave a sad sigh.

"Maybe everyone is right, maybe I shouldn't enter." Rusty said to himself.

"Yes you should, you have the right just as everyone else!" Jem said.

"WAH!" Rusty jumped it was that voice again. "Hello!" Rusty said but no response so he let it go, but he knew something was up.

* * *

Freight yard

Jem's view changed again, she was someplace now that reminded her of the junkyard.

'Now where am I?' Jem thought.

"Where is he?" A brick truck said looking at his watch, he seemed to have a punk appearance do to his dog collar and graffiti on his body.

"Calm down Flat-top, he's just a little behind no worries just relax." A red box car with the number 1 painted on his frame said.

"Yeah, with all the tourist coming for the race you know there will be traffic." A blue one said with the number 2 on his frame.

"I bet the rust-man's on his way right now!" The yellow one said with the number 3 on his frame.

"Who cares, you know if we is one second late Control will yell our eardrums out." Flat-top said.

"Yeah,yeah,yeah." The Rockies had to agree on that.

Rocky 3 than said."Hey, CB-" Jemima then saw the red caboose who resembled a nutcracker/toy soldier and seemed to be the youngest of the freight. "You think you can signal Rusty?"

"I'll try." CB said as he was turning the dials on his headphones looking for Rusty's signal. "Nope nothing."

"Great." Flat top said.

"Wait I think I see him comin." An overweight, construction working looking hopper said.

Rusty then pulled up to the station.

"Starlights Rusty what happened to ya?" Rocky 1 said.

"Yeah, you look terrible." Rocky 2 said.

"And beat up too!" Rocky 3 added.

"Hello to you too, Rockies." Rusty said dully.

"It was Greaseball wasn't it?" Dustin said concerned for the steam engine.

Rusty sighed he didn't want to talk about it. Jem felt bad for the poor engine.

"Rusty, ya can't keep going on in life being Greaseball's punching bag." Rocky 2 said.

Rusty sighed again. "I know."

Control: **CONTROL, CONTROL, THIS IS CONTROL! RUSTY I ORDERED YOU TO BRING THE FREIGHT TO THE RACING TRACK HALF-AN-HOUR AGO, GET TO WORK BEFORE I REPLACE YOU!**

"AH, YES CONTROL." Rusty Said in fright.

The freight got hitched up quickly before Control could say another word, and zoomed out of the station.

'Man what a jerk!' Jem thought to herself.

* * *

A few minutes later.

Jem watched as Rusty zoomed out of the station, it was safe to say Control wouldn't yell at him – for now.

A diesel train and the coaches soon came into view, Rusty didn't really care as long as it wasn't Greaseball.

Coaches

The girls were enjoying their time with Greaseball (especially Dinah), they weren't too far from the racing tracks but when they were talking, they noticed the freight train.

Dinah complained "OH NO!"

"Oh, shucks." Buffy exclaimed.

"It's the freight train." Pearl announced.

"The dumb trucks." Ashley said earning some laughs.

"Forty tons of empty cromes." Buffy said with a grin.

Dinah started to say. "The lights are on" "But nobody's home!" Ashley finished.

"Let's show them who's boss." Buffy said giving the coaches some ideas.

"Yeah, let's have some fun!" Pearl said with excitement.

"Let's have a smoke." The coaches rolled their eyes at Ashley.

"Here they come-" Dinah sang. "To out station-" Buffy added, "With witty sparkling conversations." Pearl finished.

* * *

Back to the Freight.

Rusty was pulling the freight in as they sang.

"Freight is great."

"That's brilliant!" Pearl exclaimed, Rusty eyes looked up and saw Pearl and worst she was being carried by Greaseball. Greaseball gave them an awful look, but wouldn't do a reckless thing while the ladies were around him.

"Freight is great." The freight said ignoring the coaches.

"Don't you wish you thought of that?" Buffy asked trying to look innocent.

"We carry weight 'cuz we are freight, and freight is great." The trucks sang.

Ashley put her hand near her ear like she was deaf and asked. "One more time."

The coaches were trying to get on their bad side."**Freight is great**!" They shouted surprising the coaches.

"Did you think of that all by yourselves?" Buffy said questioning their intelligence.

"Freight is great." The freight repeated again.

"It's so profound." Pearl said.

"We never sulk, we hulk the bulk, cause freight is great, we never make a fuss, we got the goods on us. We take loads from off the loads and freight is great."

"Now listen to what the coach says." Pearl called out, which was enough to get Greaseball moving.

Greaseball zoomed in front of Rusty cutting him off and started to circle him so he couldn't move.

The coaches started to sing. "Couldn't stand gravel and sand, being ignored no one aboard, nobody complaining we were late again. I should hate carrying freight nobody living in me, got to be a living breathing passenger train."

The coaches were mocking them and they would not have that. Rocky 1 pushed Rusty so he could start moving again. Now both trains were side-by-side (Not to Rusty's liking.)

"It's mommas and poppas." The coaches started. "It's commerce and hoppers." The freight argued.

"It's daughters and sons." Said the coaches. The freight argued "It's quarters an tons, they get in your hair."

The coaches sang. "It's the fun of the fare." "Freight!" "Folks!" "Tares!"

"Fares, passengers, commuters, and mail." The coach sang.

"Trees and meat, gravel and shale." The freight sang.

Then both groups sang. "ARE GREAT, ARE GREAT, ARE GREAT, ARE GREAT, ARE GREAT."

Before they knew it Rusty accidently ran into one of the ramps causing the freight to crash into him. In the background he heard the coaches giggle and Greaseball laugh at them. Rusty's tan skin turned a deep shade of red, he probably made a fool out of himself and Pearl was there to witness it.

'This cannot be happening.' Rusty thought.

"Who cares you have a job to do, just ignore him." Jem said to Rusty (THROUGH HIS MIND!)

'Huh-wha- you again?' Rusty was now aware that there was a voice in his head. 'W-who are you?' Rusty thought.

"Rusty a little help here." Rocky 2 said.

Rusty snapped out of it, managed to uncouple himself, and skated to the back of the freight and pulled CB's couplings and tugged until the others got untangled.

"You alright CB?" Rusty asked the red caboose.

"Negatory." CB responded.

"**CONTROL,CONTROL, YOU WAGONS AND PASSENGER CARS JUST CUT IT OUT**. Trucks will identify themselves: **Boxcar**."

"Yeah,yeah,yeah." The box cars responded.

The red one "I'm Rocky, there's lots like me."

The blue came out next."I'm Rocky 2."

Then the yellow."I'm Rocky 3."

Rocky 1 sang. "The only time we get sick inside is when some bum, hitches a ride."

"We wait for a sharp corner to come." Rocky 2 added.

"And open the door." Rocky 3 said.

Then the trio said together while waving mockingly "Bye-bye BUM!"

Control: **Brick truck**!

Flat Top came into view. "**FLAT TOP**!" He exclaimed "**Who you lookin at**? Why there bricks, what's wrong with? No you're right, they don't all match. Yes, there heavy **here catch**!" Flat Top then threw a brick in the coaches direction that made them scatter, only to embarrass them when they realize he didn't even throw it too close to them that made the freight laugh at the coaches, even Rusty had to laugh the girls expressions were priceless.

Control: **The Big Hopper**.

"That's you Dustin." Flat Top said.

It was obvious that Dustin didn't want to be in the spotlight he tried skating away only to be caught by Flat Top, Rusty, and CB.

Control: Come on the Big Hopper!

"Come on Dustin." Flat Top whispered.

Dustin gained a little confidence and skated in front.

"I'm the big hopper, I'm not a box." Dustin said.

"Yeah, your head is full of rocks." The Rockies joked.

"They ain't rocks, they're bits of gravel. Gravels got the right to travel!"

Flat Top then joined him. "Travelin with gravel in, prayin that we don't get wet, water and martyr do things they didn't oughtta, empty me before I set."

Control: **The Red Caboose**!

CB came out and sang. "At the back, on every piece of track I'm right behind you. Can I be of help at all? Then simply call CB."

"Hello CB." The trucks said as they waved. CB waved and said. "Hello!"

"The red caboose would like to be of use to every truck and show the world that."

All trucks sang. "Freight is great, freight is -"

The coaches had enough and started to sing. "Couldn't stand gravel and sand, being ignored no one aboard.

"Is great."

" nobody complaining we were late again."

"We carry weight."

" I should hate carrying freight nobody living in me, got to be a living breathing passenger train."

"And freight is great."

"Got to be a living breathing passenger train."

"It's mommas and poppas." The coaches started. "It's commerce and hoppers." The freight argued.

"It's daughters and sons." Said the coaches. The freight argued "It's quarters an tons, they get in your hair."

The coaches sang. "It's the fun of the fare." "Freight!" "Folks!" "Tares!"

"Fares, passengers, commuters, and mail." The coach sang.

"Trees and meat, gravel and shale." The freight sang.

Then both groups sang. "On the rails, on the rails, on the GREAT, ARE GREAT, ARE GREAT, ARE GREAT, ARE GREAT." Ending the song.

Control: Coaches and trucks to selection grid. Greaseball to full up!

Greaseball waited for the coaches to hitch up, he really wanted to punch Rusty in the face for no reason, but he couldn't do it in front of the girls it would ruin his 'bad boy' image, well not really but if the girls found out he was a sadistic bully it wouldn't do him any good.

"Bye bye boys, see ya at the race!" One of the coaches said as Greaseball road off.

"Can ya believe that?" Flat Top exclaimed!

"No, not really." Dustin said.

Flat Top continued. "Every bloody day-"

While Flat Top was ranting Rusty was looking up at the like he was expecting something, every time something bad happened he would always hear this voice.

"Are you alright Rusty?" Dustin said as he placed a hand on Rusty's shoulder.

"Oh yeah, sure, just peachy Dustin." Rusty said.

The trucks then hooked up and left.

Jem was wondering what was going to happen next then.

* * *

"Jemima, have you been asleep this whole time?" A voice said.

"Wha-hapevn?" Jem woke up to be greeted by her father.

"Still playing with your new toys I see." Munkus said.

"Yeah, still playing and sleeping." Jem said still a bit tired.

"Well when you're done sleeping , there's someone who wants to meet you in the den." Munkus said to his daughter as he left the room.

"I'll be right back." Jem said to her trains before exiting the room.

* * *

Chapter 4 coming soon.


End file.
